Agreement 

BETWEEN 

QThtcaso,  St.  Jloxxxs  S:  gittsbtivglx  gUdlroad  (£o. 
©likacio  £  flovtU  WLesUxn  ^nxX\vk%  (&o. 

AND 

©Ixixago  S:  Caveat  xMzsUtn  Railroad  <&o. 


Dated  November  2,  1885. 


ISUIcrjcatum  oi  gtacfcs,  and  (&vozsin&  at 
(fenstouv  Jftvest,  ©hi cage. 


This  Agreement,  made  this  second  day  of  November,  in 
the  year  eighteen  hundred  and  eighty-five,  between  the  Chi- 
cago, St.  Louis  &  Pittsburgh  Railroad  Company,  as  first  party, 
the  Chicago  &  North  Western  Railway  Company,  as  second 
party,  and  the  Chicago  &  Great  Western  Railroad  Company,  as 
third  party,  Bears  Witness  : 

Whereas,  The  tracks  of  the  first  and  second  parties  inter- 
sect each  other  near  the  north  or  west  line  of  Ogden  avenue, 
in  the  city  of  Chicago,  Illinois,  and  the  third  party  has  located 
its  line  of  proposed  railway  across  the  tracks  of  the  first  and 
second  parties  near  the  intersection  of  said  tracks  as  aforesaid  ; 

And  whereas,  Said  last  mentioned  crossing,  if  made  as 
contemplated,  will  be  injurious  to  the  first  and  second  parties  , 

And  whereas,  In  consideration  of  such  injury,  the  third 
party  has  consented  and  agreed  to  locate  and  construct  its 
railroad  across  the  tracks  of  the  first  and  second  parties  on  a 
different  route  from  that  originally  proposed  and  as  herein- 
after particularly  described; 

And  whereas,  At  the  request  of  the  first  party,  the  second 
party  has  agreed  with  said  first  party  upon  a  re-location  of  the 
tracks  of  the  first  and  second  parties  so  as  to  remove  the  point 
of  intersection  to  a  point  near  Crenshaw  street,  The  maps 
hereto  attached  marked  "Exhibit  A"  and  ''Exhibit  B"  are  made 
a  part  hereof.  Said  "  Exhibit  A"  shows  the  tracks  of  the  par- 
ties hereto  as  heretofore  located  and  said  "  Exhibit  B  "  shows 
said  tracks  as  re-located  in  accordance  with  the  terms  of  this 
agreement,  said  tracks  being  severally  designated  thereon  by 
the  initial  letters  of  the  names  of  the  parties  hereto,  and  by 


the  following  colors  :  First  party's,  blue ;  second  party's,  red, 
and  third  party's,  yellow.  Said  map,  "  Exhibit  B,"  further 
shows  the  land  to  be  exchanged  between  said  first  and  second 
parties,  as  hereinafter  stated. 

Now  therefore  it  is  agreed  between  the  parties  as  follows : 
The  first  and  second  parties  will  make  with  one  another 
such  exchanges  of  real  estate  as  are  indicated  on  the  said  map, 
"  Exhibit  B,"  and  each  will  convey  to  the  other  by  deed  in 
fee  simple,  but  without  covenants,  expressed  or  implied,  the 
land  so  to  be  exchanged  by  them,  as  aforesaid,  in  accordance 
with  the  said  map,  and  with  the  schedule  of  valuations  here- 
tofore agreed  upon  between  the  Chief  Engineer  of  the  first 
party  and  the  Land  Commissioner  of  the  second  party.  That 
is  to  say,  the  first  party  will  convey  to  the  second  party  the 
two  (2)  several  strips  of  land  designated  by  the  green  color,  on 
said  map,  and  further  by  the  letters  placed  at  the  corners 
thereof  on  said  map,  as  follows:  "A,"  "B,"  "C,"  "  D,"  "E," 
and  by  the  letters  "  F,"  "  G,"  "  H  "  and  "  I."  And  the  second  . 
party  will  so  convey  to  the  first  party  the  two  (2)  several  tracts 
designated  on  said  map  by  the  brown  color,  and  further  by 
the  letters  placed  at  the  corners  thereof,  as  follows:  "J," 
"  K,"  "  L,"  "  M,"  "  N,"  and  by  the  letters  "  0,"  "  P,"  "Q"  and 
"  R." 

When  such  exchange  of  real  estate  and  re-location  of  tracks 
shall  have  been  made  by  the  first  and  second  parties,  said  first 
and  second  parties  in  consideration  of  the  payments  to  be  made 
and  covenants  hereinafter  agreed  to  be  kept  and  performed  by 
the  third  party,  shall  grant,  and  do  grant  to  the  third  party 
the  right  to  construct  and  maintain  the  railroad  of  the  third 
party  for  a  single  or  double  track  across  the  rights  of  way  and 
tracks  of  the  first  and  second  parties  near  Crenshaw  street,  a 
short  distance  north  of  the  proposed  intersection  of  the  tracks 
of  the  first  and  second  parties,  and  also  a  connecting  track 
between  the  first  and  third  parties'  tracks,  all  as  shown  on  the 
said  map,  "  Exhibit  B." 

The  first  party  agrees  that  it  will  pay,  or  cause  to  be 
paid,  to  the  second  party  the  difference  in  value  due  to  the 
second  party  in  the  exchange  of  lands  to  be  made  as  aforesaid, 


and  as  such  values  have  been  agreed  to  and  are  set  forth  in 
the  schedule  above  referred  to. 

The  third  party  will  pay  to  the  first  party  the  sum  which 
may  be  fixed  and  determined  between  them  before  the  execu- 
tion of  this  agreement,  as  the  difference  in  value  due  to  said 
first  party,  arising  out  of  the  exchange  of  property  between 
the  first  and  second  parties,  between  the  lot  designated  by  the 
letters  "0,"  "P,"  "Q"  and  "R"  and  Fillmore  street. 

And  the  third  party  further  agrees  to  pay  to  the  second 
party  for  the  value  of  the  land  of  the  second  party  taken  or 
damaged  by  its  proposed  railroad,  at  the  place  of  crossing  pro- 
vided for,  the  sum  which  has  been  agreed  upon  between  said 
second  and  third  parties. 

The  third  party  also  agrees  that  it  will  assume  and  pay  all 
the  expense  incident  to  putting  in  all  the  new  crossings  at  or 
near  Crenshaw  street,  and  will  also  refund  to  the  first  and 
second  parties  all  the  expense  for  labor  or  new  material  which 
either  of  said  parties  may  incur  in  readjusting  the  tracks  be- 
tween West  Twelfth  street  and  Fillmore  street. 

And  the  first  party  agrees  that  it  will  assume  and  pay  to 
the  second  party  all  other  cost  or  expense,  for  labor  or  mate- 
rial, incurred  by  the  said  second  party  in  the  other  readjust- 
ment of  tracks  made  necessary  by  this  agreement,  it  being 
understood  that  either  first  or  third  parties  shall  pay  to  the 
party  of  the  second  part  all  expense,  whether  for  labor  or 
material,  incurred  by  it  in  and  about  the  entire  readjustment 
of  tracks  according  to  the  terms  of  this  agreement. 

The  third  party  also  agrees  that  it  will,  at  its  own  expense, 
construct  the  target  and  watchman's  house  and  all  other 
structures,  fixtures  and  equipments  at  such  crossings  of  the 
tracks  of  the  first  and  second  parties  by  the  tracks  of  the  third 
party  at  Crenshaw  street :  the  plan  of  the  same  to  be  subject 
to  the  approval  of  the  first  and  second  parties  and  in  all  re- 
spects suitable  to  the  place  and  equal  to  similar  structures 
maintained  by  railroad  companies  of  the  first  class  in  similar 
situations. 

And  said  third  party  further  agrees  that  it  will  at  its  sole 
cost  and  charge  forever  maintain  and  keep  in  good  repair  and 


renew  from  time  to  time,  when  necessary,  all  the  crossing 
frogs  (except  the  frogs  for  the  crossings  of  the  tracks  of  the 
first  and  second  parties),  crossing  signals,  gates,  targets  and 
other  fixtures  provided  for  in  this  agreement,  whether  of  ex- 
isting tracks  or  of  such  as  ma}'  be  hereafter  laid  by  first  or 
second  parties  as  hereinafter  specified,  all  in  such  manner  as 
shall  be  satisfactory  to  the  first  and  second  parties.  And  also 
at  its  own  cost  make  additions  and  improvements  thereto  as 
the  business  of  the  parties  shall  require,  or  as  may  be  neces- 
sary to  secure  safety  in  operating  said  railroads,  or  either  of 
them,  or  to  conform  to  the  laws  of  the  State  and  the  ordinan- 
ces of  the  city  of  Chicago. 

In  the  event  that  it  does  not  make  all  such  repairs  or  re- 
newals, when  reasonably  required  so  to  do,  the  first  and  sec- 
ond parties,  or  either  of  them,  may  make  the  same,  and  the 
third  party  agrees  that  it  will  promptly  pay  to  the  party 
making  the  same  the  full  cost  thereof. 

The  third  party  also  agrees  that  it  will,  at  its  own  expense, 
maintain  day  and  night  watchmen  at  said  crossings ;  and  all 
rules  and  signals  regulating  the  passage  of  trains  over  the 
same  shall  be  in  strict  conformity  with  law,  and  such  as  may 
be  reasonably  required  by  first  and  second  party,  or  either  of 
them. 

The  third  party  further  agrees  that  whenever  and  as  often 
as  the  first  and  second  parties,  or  either  of  them,  shall  require, 
it  will  discharge  any  watchman  employed  at  said  crossings, 
and  provide  another  competent  person  in  his  stead.  It  will 
also  pay  all  claims  and  demands  against  the  first  and  second 
parties  and  indemnify  and  save  harmless  each  of  said  parties, 
their  successors  or  assigns,  from  all  liability,  costs  or  expense 
incident  to  or  growing  out  of  the  construction  or  use  of  said 
last  named  crossings,  or  the  movement  uf  trains  over  the  same, 
or  either  of  th'em,  that  may  arise  in  consequence  of  want  of 
care  of  the  third  party,  its  agents  or  servants. 

In  all  other  respects,  except  as  provided  in  this  agreement, 
said  crossings  of  the  third  party  over  the  tracks  of  the  first 
and  second  parties  shall  be  used  and  governed  in  accordance 
with  the  law  of  the  State  in  reference  to  this  subject. 


And  Whereas,  doubts  have  arisen  as  to  the  rights  of  first 
and  second  parties  to  make  absolute  transfers  of  so  much  of 
their  existing  tracks  as  lie  in  Rockwell  street. 

Now  therefore,  said  first  and  second  parties  in  considera- 
tion of  the  use  and  enjoyment  by  each  of  the  tracks  of  the 
other  in  said  street,  do  hereby  demise,  lease  and  let  unto  the 
other  in  perpetuity  the  existing  tracks  of  each  now  laid  down  in 
said  Rockwell  street,  the  same  being  first  made  to  conform  to 
the  lines  as  relocated  according  to  the  terms  hereof.  And  in 
the  event  that  either  of  said  parties  shall  be  evicted  from  so 
much  of  said  tracks  as  lie  in  said  street  then  each  of  said 
parties  may  resume  and  repossess  the  land  on  which  the  tracks 
were  laid  prior  to  such  relocation  and  lay  its  tracks  down 
thereon,  and  in  such  event  the  entire  expense  of  such  change 
shall  be  borne  and  paid  by  first  party,  its  successors  and 
assigns. 

And  said  first  party  further  agrees  that  it  will,  at  its  sole 
cost  and  charge,  forever  maintain  and  keep  in  good  repair, 
and  renew  from  time  to  time,  when  necessary,  the- crossings  of 
the  tracks  of  first  and  second  parties,  in  such  manner  as  shall 
be  satisfactory  to  second  party. 

It  is  understood  and  agreed  between  the  parties  hereto,  that 
the  said  first  and  second  parties,  or  either  of  them,  shall  have 
the  right  at  any  and  all  times  hereafter  to  lay  down,  maintain 
and  operate  over  the  track  or  tracks  of  the  third  party  herein 
authorized  to  be  laid  down,  such  other  and  further  tracks  as 
it  or  they  may  elect  to  lay  down,  and  when  it  or  they  shall 
elect  to  lay  down  any  such  track  or  tracks,  the  said  third  party 
will  upon  notice  of  such  election,  provide  the  materials  for 
and  properly  construct  all  the  crossings  with  such  additional 
tracks  or  tracks,  according  to  such  plans  and  specifications  as 
the  first  or  second  party  may  prescribe,  and  if  it  fail  so  to  do 
within  a  reasonable  time  after  receiving  such  notice,  the  first 
or  second  party  may  construct  such  crQssings,  and  the  third 
party  agrees  that  it  will  promptly  pay  to  the  party  construct- 
ing the  same  the  full  cost  of  such  crossings  and  of  the  con- 
struction thereof. 

If  at  any  time  a  difference  of  opinion  between  any  two  of 


said  parties  shall  arise  in  respect  to  the  rights  and  duties  of 
either  of  the  parties  under  this  Indenture,  the  question  in 
dispute  shall  be  referred  to  a  Board  of  Arbitrators,  consisting 
of  three  competent,  disinterested  parties,  one  to  be  chosen  by 
each  of  the  parties  to  such  controversy,  and  the  two  so  chosen 
to  choose  a  third. 

The  party  desiring  such  arbitration  shall  give  written  notice 
of  the  same  to  the  other  party,  setting  forth  therein  definitely 
the  points  in  dispute  and  naming  the  person  selected  by  such 
party  to  act  as  arbitrator.  If  the  party  on  whom  such  notice  is 
served  shall  for  ten  days  thereafter  neglect  to  name  a  person 
to  act  as  such  arbitrator,  then  the  party  giving  such  notice 
shall  name  such  second  arbitrator,  and  the  two  so  chosen  shall 
choose  a  third.  The  Board  of  Arbitrators  so  chosen  shall 
immediately  proceed  to  hear  and  determine  all  matters  sub- 
mitted to  them,  after  giving  to  each  of  the  parties  to  the  mat- 
ter in  controversy  not  less  than  five  da}^s  notice  of  the  time 
and  place  of  meeting,  and  at  the  time  and  place  appoint- 
ed shall  proceed  summarily  to  hear  and  dispose  of  the 
matter  in  dispute,  unless  in  their  judgment  the  hearing 
should  be  postponed  to  a  later  clay,  or  days,  of  which 
adjourned  meeting  like  notice  shall  be  given,  unless  such 
notice  is  waived  by  both  parties,  in  which  case  the  hear- 
ing may  proceed  at  an  earlier  date.  The  determination  of  all 
the  arbitrators  so  chosen,  as  to  any  matter  so  submitted  to 
them,  shall  be  absolutely  final  and  conclusive  upon  the  par- 
ties hereto,  and  said  parties  shall  abide  by  such  decision  and 
perform  the  conditions  thereof  as  if  the  same  were  made  a 
part  of  this  Indenture.  If  the  matter  in  dispute  shall  involve 
all  three  of  the  parties  hereto,  each  party  shall  chose  one 
arbitrator,  and  the  three  so  chosen  shall  choose  two  more,  and 
such  Board  of  Arbitrators  shall  proceed,  and  their  award 
have  effect  as  above  provided. 

The  grants,  covenants  and  stipulations  hereof  shall  run 
with  the  land  and  extend  to  and  be  binding  upon  the  re- 
spective successors  and  assigns  of  the  parties  hereto,  whether 
so  herein  expressed  or  not. 


In  Testimony  Whereof,  The  parties  have  caused  this 
agreement  to  be  executed  in  triplicate  as  of  the  day  and  year 
hereinbefore  first  written. 

Chicago,  St.  Louis  &  Pittsburgh  Railroad  Company,  by 
Seal       |  j.  n.  McCULLOUGH. 

p.'r.'r.co.J      Attest:  First  Vice  President. 

S.  B.  LIGGETT, 

Secretary. 

Chicago  &  North  Western  Railway  Company,  by 

Seal       )  ALBERT  KEEP, 

c  &  n.  w.  y  n      .  ,     , 

Ry.  Co.    J      Attest:  President. 

J.  B.  REDFIELD, 

Assistant  Secretary. 

Chicago  &  Great  Western  Railroad  Company,  by 
seal       £  CHARLES  L.  COLBY, 

°rArGcoV'^      Attest:  President. 

HOWARD  MORRIS, 

Assistant  Secretary. 


- 


